Statement of Changes in Beneficial Ownership (4)
29 8월 2020 - 7:18AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Mello David Christopher |
2. Issuer Name and Ticker or Trading Symbol
GLOBALSCAPE INC
[
GSB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP of Technical Services |
(Last)
(First)
(Middle)
4500 LOCKHILL SELMA, STE 150 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/28/2020 |
(Street)
SAN ANTONIO, TX 78249
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/28/2020 | | D | | 25039 | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Incentive Stock Option (right to buy) | $3.97 | 8/28/2020 | | D | | | 25005 | (2) | (2) | Common Stock | 25005 | $0 | 0 | D | |
Incentive Stock Option (right to buy) | $4.06 | 8/28/2020 | | D | | | 24809 | (2) | (2) | Common Stock | 24809 | $0 | 0 | D | |
Non-Qualified Stock Option (right to buy) | $4.06 | 8/28/2020 | | D | | | 25193 | (2) | (2) | Common Stock | 25193 | $0 | 0 | D | |
Incentive Stock Option (right to buy) | $6.83 | 8/28/2020 | | D | | | 14641 | (2) | (2) | Common Stock | 14641 | $0 | 0 | D | |
Non-Qualified Stock Option (right to buy) | $6.83 | 8/28/2020 | | D | | | 135359 | (2) | (2) | Common Stock | 135359 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Outstanding shares of the common stock of the Issuer were converted into the right to receive $9.50 per share in cash, without interest thereon and subject to any required tax withholding (the "Merger Consideration"), in accordance with the Merger Agreement (as defined below). |
(2) | Outstanding stock options of the Issuer were cancelled and converted into the right to receive the Merger Consideration (less the applicable exercise price) in accordance with the Merger Agreement. If the applicable exercise price per share under any such options was equal to or greater than the Merger Consideration, such options were canceled immediately without any payment or other consideration being made or owed in respect thereof. |
Remarks: This Form 4 reports securities disposed of pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 19, 2020, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on July 20, 2020, and by which the Issuer became a wholly-owned subsidiary of Help/Systems, LLC. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Mello David Christopher 4500 LOCKHILL SELMA STE 150 SAN ANTONIO, TX 78249 |
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| EVP of Technical Services |
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Signatures
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/s/ David C. Mello | | 8/28/2020 |
**Signature of Reporting Person | Date |
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